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20250630_BBCA_Informasi Transaksi Afiliasi_31909678_lamp4.pdf
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INFORMATION DISCLOSURE
IN CONNECTION WITH AFFILIATED TRANSACTIONS
THIS INFORMATION DISCLOSURE HAS BEEN SUBMITTED BY THE COMPANY IN COMPLIANCE
WITH REGULATION OF THE FINANCIAL SERVICES AUTHORITY
NO. 42/POJK.04/2020 ON AFFILIATED TRANSACTIONS AND CONFLICT OF INTEREST
TRANSACTIONS ("POJK 42/2020").
IT IS IMPORTANT FOR THE PUBLIC TO READ AND TAKE NOTE OF THE INFORMATION
CONTAINED IN THIS INFORMATION DISCLOSURE.
IF YOU HAVE DIFFICULTY UNDERSTANDING THE INFORMATION PROVIDED IN THIS
INFORMATION DISCLOSURE, YOU SHOULD CONSULT WITH A LEGAL ADVISOR, PUBLIC
ACCOUNTANT, FINANCIAL ADVISOR, OR OTHER COMPETENT PROFESSIONALS.
PT BANK CENTRAL ASIA Tbk
Domiciled in Central Jakarta
Line of Business:
Banking Sector
Head Office:
Menara BCA, Grand Indonesia
Jalan M.H. Thamrin No. 1, Jakarta Pusat
Jakarta 10310, Indonesia
Telephone: 021 – 235 88000 | Fax : 021- 235 88300
Website: www.bca.co.id
This Information Disclosure is published in Jakarta on 30 June 2025
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DEFINITIONS
Affiliate : Affiliate has the meaning as defined in Article 1 item 1 of POJK 42/2020 in
conjunction with Article 1 item 1 of the Capital Market Law.
Company : PT Bank Central Asia Tbk, a limited liability company established under the
laws and regulations of the Republic of Indonesia and domiciled in Central
Jakarta.
TnR : Public Appraisal Firm of Toto Suharto dan Rekan.
OJK : Financial Services Authority of the Republic of Indonesia.
POJK OJK Regulation
SEOJK OJK Circular Letter
SPI Indonesian Valuation Standards
MAPPI Indonesian Society of Appraisers
POJK 42/2020 : Regulation of the Financial Services Authority No. 42/POJK.04/2020 on
Affiliated Transactions and Conflict of Interest Transactions
Akar Inti Solusi : PT Akar Inti Solusi, a limited liability company established under the laws
of the Republic of Indonesia and domiciled in Kudus Regency.
Transaction : Procurement of Hardware and Preventive Maintenance Services with PT
Akar Inti Solusi
Capital Market : Law No. 8 of 1995 on Capital Markets as amended by Law No. 4 of 2023
Law on the Development and Strengthening of the Financial Sector.
INTRODUCTION
This Information Disclosure has been made to comply with the provisions of Article 4 paragraph 1
letter b of POJK 42/2020, which mandates Public Limited Companies conducting Affiliated
Transactions to disclose information regarding Affiliated Transactions to the public. The Company
and Akar Inti Solusi are affiliated parties as defined in POJK 42/2020 and the Capital Market Law.
Detailed information about the Affiliate relationship between the Company and Akar Inti Solusi can
be found in Part I of this Information Disclosure.
I. DESCRIPTION OF THE AFFILIATED TRANSACTION
Transaction Date : 26 June 2025
Transaction Object : Procurement of 82 units of IT Hardware ("Hardware"),
including the installation and preventive maintenance of the
Hardware.
Total Cost : Rp38,932,934,760.- (thirty-eight billion nine hundred thirty-
two million nine hundred thirty-four thousand seven
hundred sixty Rupiah). The above cost for the Hardware
purchase, installation, and preventive maintenance is
inclusive of Value Added Tax (VAT).
Transacting party and its : Akar Inti Solusi is an Affiliate of the Company, for Akar Inti
relationship with the Solusi is indirectly controlled by the same individuals, namely
Company Mr. Robert Budi Hartono and Mr. Bambang Hartono.
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For a clearer understanding of the Affiliate relationship between the Company and Akar Inti
Solusi, we are providing below the shareholder structure charts of both the Company and Akar
Inti Solusi:
Explanation, : • The Transaction was conducted to support the growth of
considerations, and the Company’s banking transactions and new business
reasons for conducting initiatives. To achieve this, the Company requires
the Transaction additional Hardware capacity at the Company’s data
center.
• One key consideration in selecting Akar Inti Solusi was
that the pricing for the specific types of Hardware
required by the Company, as well as the preventive
maintenance services offered by Akar Inti Solusi, was the
most competitive.
II. SUMMARY OF APPRAISAL REPORT ON THE FAIRNESS OF THE TRANSACTION
TnR was appointed by the Company as an independent appraiser to provide a fairness opinion
in connection with the procurement of Hardware and preventive maintenance services with
Akar Inti Solusi (hereinafter referred to as the "Transaction") under the terms set out in the
Offer Letter No. : M.FO.25.00.0012.r1, dated 26 March 2025.
Further, TnR issued a Fairness Opinion Report on the Transaction, as evident in Report No.
00172/2.0055-00/BS/07/0060/1/VI/2025 dated 3 June 2025. Below is a summary of the
fairness opinion report:
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1. Identity of the Parties to the Transaction
PT Bank Central Asia Tbk
The Company is domiciled in Central Jakarta, with its head office located at Menara BCA,
Grand Indonesia, Jalan M.H. Thamrin No. 1, Menteng, Jakarta 10310. The Company was
established in the Republic of Indonesia under Deed of Establishment No. 38 dated 10
August 1955, made before Raden Mas Soeprapto, a Deputy Notary in Semarang, under the
name of “N.V. Perseroan Dagang Dan Industrie Semarang Knitting Factory”. This Deed of
Establishment received approval and validation from the Minister of Justice, as evident in
decision No. J.A.5/89/19 dated 10 October 1955 and was published in Official Gazette of
the Republic of Indonesia No. 62 dated 3 August 1956, Supplement No. 595. Since its
inception, the Company has undergone several name changes, and the name was changed
to PT Bank Central Asia under Deed of Amendment to the Articles of Association No. 144
dated 21 May 1974, made before Wargio Suhardjo, S.H., a substitute Notary for Notary
Ridwan Suselo, a Notary of Jakarta.
Capital Structure and Share Ownership
The Company's capital structure and shareholder composition as of 31 December 2024
are as follows:
Shareholder Number of Shares (%)
PT Dwimuria Investama Andalan*) 67,729,950,000 54.94%
Public**) 55,545,100,000 45.06%
Total 123,275,050,000 100.0%
Notes:
*) The shareholders of PT Dwimuria Investama Andalan are Mr. Robert Budi Hartono and Mr. Bambang Hartono, making
both Mr. Robert Budi Hartono and Mr. Bambang Hartono the ultimate controlling shareholders of the Company.
**) Of the shares held by the public, 2.49% are owned by parties affiliated with PT Dwimuria Investama Andalan.
Composition of the Company's Management
Based on the Company's audited consolidated financial statements as of 31 December
2024, the composition of the Company's Board of Commissioners and Board of Directors
is as follows:
Board of Commissioners:
President Commissioner : Djohan Emir Setijoso
Commissioner : Tonny Kusnadi
Independent Commissioner : Cyrillus Harinowo
Independent Commissioner : Raden Pardede
Independent Commissioner : Sumantri Slamet
Board of Directors:
President Director : Jahja Setiaatmadja
Deputy President Director : Armand Wahyudi Hartono
Deputy President Director : Gregory Hendra Lembong
Director : Tan Ho Hien/Subur, also known as
Subur Tan
Director : Rudy Susanto
Director (concurrently as Director in charge of : Lianawaty Suwono
the Compliance Function)
Director : Santoso
Director : Vera Eve Lim
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Director : Haryanto Tiara Budiman
Director : Frengky Chandra Kusuma
Director : John Kosasih
Director : Antonius Widodo Mulyono
Effective as of 1 June 2025, the composition of the Company’s Board of Commissioners
and Board of Directors, as stated in the Deed of Statement of Meeting Resolutions of PT
Bank Central Asia Tbk No. 178 dated 26 May 2025, made before Christina Dwi Utami, S.H.,
M.Hum., M.KN., a Notary of West Jakarta, the notice of which has been filed with and
acknowledged by the Minister of Law as evident from Letter No. AHU-AH.01.09-0278618
dated 2 June 2025 is as follows:
Board of Commissioners:
President Commissioner : Jahja Setiaatmadja
Commissioner : Tonny Kusnadi
Independent Commissioner : Cyrillus Harinowo
Independent Commissioner : Raden Pardede
Independent Commissioner : Sumantri Slamet
Board of Directors:
President Director : Gregory Hendra Lembong
Vice President Director : Armand Wahyudi Hartono
Vice President Director : John Kosasih
Director : Tan Ho Hien/Subur, also known as
Subur Tan
Director : Rudy Susanto
Director (concurrently as Director in charge of : Lianawaty Suwono
the Compliance Function)
Director : Santoso
Director : Vera Eve Lim
Director : Haryanto Tiara Budiman
Director : Frengky Chandra Kusuma
Director : Antonius Widodo Mulyono
Director : Hendra Tanumihardja
PT Akar Inti Solusi
Akar Inti Solusi was established in the Republic of Indonesia under Deed of Establishment
No. 37 dated 25 October 2021, made before Darmawan Tjoa S.H., S.E., regarding the
Establishment of the Legal Entity of PT Akar Inti Solusi on 25 October 2021 with Registration
No. 4021102533105791. This deed has been approved and validated by the Minister of
Justice and Human Rights, as evident from Decision Letter No. AHU
0067143.AH.01.01.TAHUN 2021 dated 25 October 2021.
Capital Structure and Share Ownership of Akar Inti Solusi
The capital structure and shareholder composition of Akar Inti Solusi as of 31 December
2024 pursuant to the Deed of Statement of Resolution of the Annual General Meeting of
Shareholders of the Limited Liability Company "PT. AKAR INTI SOLUSI" No. 9 dated 26
June 2024, which has been approved by the Minister of Law and Human Rights, as evident
from Decision Letter of the Minister of Law and Human Rights of the Republic of Indonesia
No. AHU-0038007.AH.01.02.Tahun 2024, are as follows:
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(%)
Shareholder Number of Shares
PT Akar Inti Investama 24,999 99.996%
PT Dwimuria Utama Andalan 1 0.0040%
Total 25,000 100.0%
Composition of the Management of Akar Inti Solusi
Pursuant to the Deed of Statement of Circular Resolution of the Shareholders of the
Limited Liability Company "PT. AKAR INTI SOLUSI" No. 8 dated 2 November 2021, the
notification of which has been filed with the Ministry of Law and Human Rights and the
acknowledgement thereof has been received by Notary Darmawan Tjoa S.H, S.E, as
evident from the Letter from the Ministry of Law and Human Rights No. AHU-AH.01.03-
0468213, the composition of the Board of Commissioners and Board of Directors of Akar
Inti Solusi is as follows:
Board of Commissioners
Commissioner : Armand Widjaja
Board of Directors
President Director : Eru Setiawan
Director : Jerry Kasung
2. Object of Transaction
The Object of the Transaction is the procurement of 82 units of Hardware, including the
installation and preventive maintenance services of the Hardware from Akar Inti Solusi,
with the agreed purchase value as follows:
a. Hardware purchase cost: Rp34,829,536,000.- (thirty-four billion eight hundred
twenty-nine million five hundred thirty-six thousand Rupiah) excluding VAT;
b. Hardware installation cost: Rp41,000,000.- (forty-one million Rupiah) excluding VAT;
and
c. preventive maintenance cost: Rp40,836,000.- (forty million eight hundred thirty-six
thousand Rupiah) per year (excluding VAT) or a total of Rp204,180,000 (two hundred
four million one hundred eighty thousand Rupiah) for 5 (five) years, excluding VAT.
Accordingly, the total procurement cost for the Hardware purchase, installation, and
preventive maintenance for 5 (five) years is Rp35,074,716,000.- (thirty-five billion
seventy-four million seven hundred sixteen thousand Rupiah) excluding VAT, or
Rp38,932,934,760.- (thirty-eight billion nine hundred thirty-two million nine hundred
thirty-four thousand seven hundred sixty thousand Rupiah), including VAT.
3. Purpose and Objective of Valuation
The purpose and objective of the issuance of the fairness opinion is to comply with POJK
42/2020.
The Fairness Opinion Report prepared by TnR has fulfilled the provisions of POJK No.
35/POJK.04/2020, SEOJK No. 17/2020 and SPI Edition VII (2018), issued by MAPPI.
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4. Assumptions and Limiting Conditions
The following assumptions and limiting conditions were applied in the preparation of
this fairness opinion by TnR:
a. The Fairness Opinion Report is a non-disclaimer opinion.
b. TnR has reviewed the documents used in the valuation process.
c. The data and information was obtained by TnR from sources deemed reliable in
terms of accuracy.
d. TnR used adjusted financial projections that reflect the fairness of the financial
projections prepared by the management with the ability to achieve them (fiduciary
duty).
e. TnR is responsible for conducting the valuation and assessing the fairness of the
adjusted financial projections.
f. TnR produced Business Valuation Reports that are accessible to the public, except
for any confidential information that could affect the company’s operations.
g. TnR is responsible for the Fairness Opinion Report.
h. TnR has obtained information on the legal standing of the valuation object from the
assignor.
i. TnR assumes that from the Transaction date until the issuance of the Fairness
Opinion Report, there have been no changes that would materially affect the
Transaction.
j. TnR assumes that the Company complies with all regulations issued by the
government, especially those related to the Company's operations, both in the past
and in the future.
k. TnR assumes that the Company’s legalities are compliant with the prevailing laws
and regulations.
l. TnR assumes that the Company has fulfilled and will continue to fulfill its obligations
relating to taxes, levies, and other statutory payments in accordance with
applicable regulations.
m. TnR has obtained all material information regarding the terms and conditions of
any agreements related to the Transaction from the Company.
n. The Fairness Opinion Report is prepared only for the purposes and objectives
specified in the Fairness Opinion Report. TnR accepts no responsibility to any party
other than the Company, and therefore any use of this report by other parties shall
be at their own risk.
o. TnR is not obliged to testify or appear in a court or before any government official
unless it is directly related to the purpose and scope of this Fairness Opinion and is
outside the scope of the assignment.
p. If TnR is later requested to provide clarification or presentations outside TnR’s office
premises or to parties other than the assignor and intended users of the report, any
resulting costs shall be borne by the Company.
q. The Fairness Opinion Report has been signed by the Lead Partner and affixed with
TnR’s official stamp.
5. Methodology for Assessing Transaction Fairness
The Fairness Opinion Report has been prepared in accordance with POJK
35/POJK.04/2020, SEOJK No. 17/2020, and the SPI issued by MAPPI, applying
comprehensive valuation standards.
The fairness analysis was conducted through both qualitative and quantitative analyses
of the Transaction. The Transaction analysis involved identifying the relationship
between the transacting parties. The Transaction analysis also included an explanation
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of the benefits and risks associated with the Transaction.
The qualitative analysis of the Transaction is based on an industrial and environmental
evaluation, which involves an overview of global economic conditions, the economic
landscape in Indonesia, and a review of the national banking industry. In addition, the
qualitative analysis also outlines the rationale and background of the Transaction, as well
as its potential advantages and disadvantages.
The quantitative analysis of the Transaction is conducted by evaluating the Company’s
financial condition, including assessment of historical performance, analysis of ratios,
trend analysis of historical financial statements, evaluation of financial projections, pro
forma financial analysis, sensitivity analysis of the Transaction, and assessment of the
fairness of the Transaction value.
6. Conclusion and Fairness Opinion Related to the Transaction
Having considered the following:
a. Based on information from the management, the Transaction constitutes an
affiliated transaction due to the affiliate relationship between the Company and
Akar Inti Solusi, which are both indirectly controlled by the same individuals,
namely Mr. Robert Budi Hartono and Mr. Bambang Hartono. This Transaction does
not constitute a material transaction.
b. The benefit of entering into the Transaction is that it will fulfill the Company’s need
for additional Hardware at the Company’s data center, which will support the
growth of banking transactions and new business initiatives.
c. If this Transaction is not conducted, there is a risk of performance slowdowns in
running applications and delays in the implementation of new applications, as the
current Hardware capacity is insufficient to meet the Company's needs.
d. The benefit of the Transaction is the fulfillment of the Company's need to add
Hardware at the Company’s data center to support the growth of banking
transactions and new business initiatives. This, in turn, will enhance the smooth
operation of the Company's activities.
e. The drawback of the Transaction is the incurrence of costs arising from the
Transaction, including but not limited to the fees paid to the Public Appraisal Firm
for issuing the fairness opinion report related to the Transaction.
f. Based on the Company’s historical financial analysis, the Company has
demonstrated strong performance. Therefore, the decision to enter into the
Transaction as a means to strengthen its financial position and enhance
competitiveness is deemed reasonable.
g. Based on the Company's financial projections, it is expected that there will be
changes in the projected financial position, namely in cash and cash equivalents, as
well as fixed assets. However, the projected profit or loss statement remains
unaffected.
h. The Transaction does not have a significant impact on the Company’s financial
ratios, aside from an increase in costs.
i. Based on the Company's pro forma financial position, adjustments have been made
to reflect the conditions before and after the Transaction, assuming that the
Transaction has been completed and the Use of Funds executed accordingly. The
adjustment to the Cash account, amounting to a negative Rp38.89 billion,
represents a credit entry reflecting the cash outflow related to the Hardware
purchase. An adjustment to the Fixed Assets account in the amount of Rp34.37
billion, recorded as a debit entry resulting from the Transaction, has increased the
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Company's Fixed Assets. This extrapolation is based on the Bank’s Business Plan
data and assumes no change in total assets, as the adjustment reflects an asset
reallocation from cash to fixed assets.
j. Based on the Company's pro forma profit or loss statement, no adjustments were
made between the pre- and post-Transaction positions. Accordingly, the pro forma
profit or loss statement remains unchanged as a result of the Transaction.
k. Based on the value-added analysis, the projected financial position before and after
the Transaction shows a difference due to the contribution of value added, resulting
in changes to both the cash balance and fixed assets, which offset each other and
therefore do not affect the projected total assets or total equity because Rp38.75
billion in cash was converted into fixed assets as a result of the Hardware
procurement. The projected profit or loss statement before and after the
Transaction shows a difference in value-added contribution, with the Transaction
resulting in a decrease in the projected profit or loss.
l. The difference between the Transaction value of each item ranges from
approximately 2% below the Vendor’s Quotation to 7% above the Vendor’s
Quotation, and does not exceed a deviation of 7.5%.
Based on the analysis above, TnR is of the opinion that the Transaction conducted by the
Company is Fair.
III. STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
In connection with this Affiliated Transaction,
1. The Company's Board of Directors states that this Transaction has adhered to the
procedures outlined in Article 3 of POJK 42/2020.
2. The Company's Board of Commissioners and Board of Directors hereby state that:
a. This Affiliated Transaction is free from conflict of interest;
b. All material information has been disclosed in this Information Disclosure, and the
information provided is accurate and not misleading.
IV. FURTHER INFORMATION
For inquiries or further details regarding this Information Disclosure, please contact:
PT BANK CENTRAL ASIA Tbk
Menara BCA, Grand Indonesia, 20th Floor
Jalan M.H. Thamrin No. 1, Jakarta Pusat
Telephone : 021 – 235 88000
Fax : 021- 235 88300
Jakarta, 30 June 2025
Attn. Corporate Secretary
Names mentioned 40 people and organisations named in the text · linked when the evidence is strong
unresolved
person
H. Thamrin
p.1 ×3
unresolved
org
Toto Suharto dan Rekan
p.2
unresolved
org
Financial Services Authority
p.2 ×2
unresolved
org
PT Akar Inti Solusi Capital Market
p.2
unresolved
org
Minister of Justice
p.4
unresolved
person
Wargio Suhardjo
p.4
unresolved
org
PT Dwimuria Investama Andalan
p.4 ×2
unresolved
org
PT Dwimuria Investama Andalan. Composition
p.4
unresolved
person
Christina Dwi Utami
· Notaris
p.5
unresolved
org
Minister of Law
p.5
unresolved
person
Darmawan Tjoa S.H.
p.5
unresolved
org
Minister of Justice and Human Rights
p.5
unresolved
org
Minister of Law and Human Rights
p.5 ×2
unresolved
org
PT Akar Inti Investama
p.6
unresolved
org
PT Dwimuria Utama Andalan
p.6
unresolved
org
Ministry of Law and Human Rights
p.6
unresolved
person
Bambang Hartono. This Transaction
p.8 ×7
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